| Tue 27 Jan 2009, 13:35 | | KWS - Kwikspace Modular Buildings Limited - Court hearing date to sanction the |
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KWS
KWS
KWS - Kwikspace Modular Buildings Limited - Court hearing date to sanction the
scheme and update on suspensive conditions
Kwikspace Modular Buildings Limited
(Formerly Kwikspace Modular Buildings (Proprietary) Limited)
Incorporated in the Republic of South Africa
(Registration Number 1997/008959/06)
ISIN: ZAE000104287 Share Code: KWS
("Kwikspace")
COURT HEARING DATE TO SANCTION THE SCHEME AND UPDATE ON SUSPENSIVE CONDITIONS
1. COURT HEARING DATE
Shareholders of Kwikspace ("shareholders") are referred to the announcement
published on SENS on 13 January 2009 in which shareholders were advised that the
proposed scheme of arrangement referred to in such announcement (the "Scheme")
was approved by the requisite majority at the Scheme meeting held on 13 January
2009.
Shareholders are hereby advised that the court hearing to sanction the Scheme in
terms of section 311(2) of the Companies Act (No 61 of 1973, as amended, has
been set down for hearing on Tuesday, 3 February 2009.
2. SUSPENSIVE CONDITIONS
Shareholders are reminded that the implementation of the Scheme is subject to
and will only become operative upon the fulfilment or, where applicable, waiver
by Clidet No 803 (Proprietary) Limited ("Clidet No 803"), as the case may be, of
the following suspensive conditions:
(a) on or before 30 April 2009, the Scheme having been sanctioned by the Court
in terms of section 311(2) of the Companies Act;
(b) on or before 30 April 2009, a certified copy of the order of Court
sanctioning the Scheme having been registered by the Registrar of Companies
("the Registrar") in terms of section 311(6)(a) of the Companies Act;
(c) Clidet No 803 receiving written confirmation from the board of directors of
Kwikspace to Clidet No 803`s satisfaction, that no material adverse change
("MAC") has arisen between 20 November 2008 and the day immediately preceding
the date on which the order of Court sanctioning the Scheme is registered with
the Registrar and no MAC having arisen between 20 November 2008 and the day
immediately preceding the date on which the order of court sanctioning the
Scheme is registered with the Registrar. For the purposes of this condition, a
MAC shall mean the occurrence of any event or act which will have, or is
reasonably likely to have, during the 12 month period beginning on 20 November
2008 (individually or in aggregate), any of the following effects on Kwikspace
(i) a reduction in the earnings before interest, tax, depreciation and
amortisation ("EBITDA") of Kwikspace exceeding 10% (ten percent) of the EBITDA
of Kwikspace for the 12 months ended 31 May 2008 or (ii) a cumulative reduction
of the assets and/or increase in the liabilities of Kwikspace exceeding 10% (ten
percent) or more of the market capitalisation of Kwikspace, as at 19 November
2008;
(d) prior to the date on which the order of Court sanctioning the Scheme is
registered with the Registrar, Kwikspace not having undertaken or allowed to
occur any frustrating action (as described in Rule 19 of the Securities
Regulation Code on Take-overs and Mergers) or made any unusual or unplanned
distributions, without the consent of Clidet No 803, which consent shall not
unreasonably be withheld or delayed; and
(e) on or before 30 April 2009, Clidet No 803 having obtained the written
approval from the relevant counterparties for the cession of all the rights of
Kwikspace and the delegation to a wholly owned subsidiary of Clidet No 803 of
all the obligations of Kwikspace, under the written lease agreement concluded
between Kwikspace and PE Shelf Co No 193 (Proprietary) Limited ("PE Shelf") on
12 June 2007 in terms of which Kwikspace leases the Units 3, 18, 19C and 20E
together with the surfaced yard as shown on an attached plan to the lease
agreement, totalling 5,518m? in Blackheath Industrial Park, Range Road,
Blackheath from PE Shelf.
3. FURTHER ANNOUNCEMENT
A further announcement will be published pursuant to the Court hearing which
will also include an update on the fulfilment of the suspensive conditions.
Kliprivier
27 January 2009
Merchant bank and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisors to the Consortium
Cliffe Dekker Hofmeyr Incorporated
Legal advisor to Kwikspace
Prinsloo, Tindle & Andropoulos Incorporated
Funder to the Consortium
Investec Bank Limited
Independent lead sponsor
JP Morgan Equities Limited
Taxation advisor to the Consortium
Ernst & Young Advisory Services Limited
External Independent Advisor
Deloitte & Touche Corporate Finance
Transfer secretaries
Link Market Services South Africa (Proprietary) Limited
Date: 27/01/2009 13:35:01 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
